IFabric : Information Form 2021

iFABRIC CORP.

ANNUAL INFORMATION FORM FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2021

December 28, 2021

1

TABLE OF CONTENTS
CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND
INFORMATION ............................................................................................................	3
BUSINESS OF iFABRIC................................................................................................	4
Summary.............................................................................................................................................	4
Risk Factors .......................................................................................................................................	14
Three Year History .............................................................................................................................	25
CORPORATE STRUCTURE ......................................................................................	31
Name, Address and Incorporation...................................................................................................	31
Intercorporate Relationships .............................................................................................................	32
GENERAL DESCRIPTION OF CAPITAL STRUCTURE.........................................	32
ESCROWED SECURITIES.........................................................................................	32
DIVIDENDS .................................................................................................................	32
DIRECTORS AND OFFICERS ...................................................................................	33
Name, Occupation and Security Holdings ..........................................................................................	33
Cease Trade Orders, Bankruptcies, Penalties or Sanctions .................................................................	34
PROMOTERS ..............................................................................................................	35
LEGAL PROCEEDINGS.............................................................................................	36
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
......................................................................................................................................	36
AUDIT COMMITTEE .................................................................................................	36
Audit Committee Charter...................................................................................................................	36
Composition of the Audit Committee ................................................................................................	36
Relevant Education and Experience ...................................................................................................	36
Pre-approval Policies and Procedures .............................................................................................	37
External Auditor Service Fees ..........................................................................................................	37
MARKET FOR SECURITIES.....................................................................................	37
TRANSFER AGENT AND REGISTRAR ...................................................................	38
MATERIAL CONTRACTS .........................................................................................	38
INTEREST OF EXPERTS...........................................................................................	38
ADDITIONAL INFORMATION .................................................................................	38
APPENDIX A .................................................................................................................	1

2

CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Information Form ("Annual Information Form" or "AIF") contains "forward-looking information" and "forward-looking statements" which may include, but are not limited to, statements with respect to the future financial or operating performance of iFabric Corp. ("iFabric" or the "Company"). Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results that "may", "could", "would", "might" or "will" be taken, to occur or to be achieved. Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable at the date that such statements are made. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to, the factors discussed in the section entitled "Risk Factors" and should be considered carefully by readers. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information.

Given the impacts of COVID-19 and resulting ongoing uncertainty, there can be no assurances regarding:

1. the COVID-19 related impacts on the Company's business, operations and performance, (b) the Company's ability to mitigate such impacts; (c) credit, market, currency, operational, and liquidity risks generally; and (d) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company.

Although the Company has attempted to identify important factors that could cause actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as at the date of this Annual Information Form. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements. The Company does not undertake to update any forward-looking statements except as required by applicable securities laws.

3

BUSINESS OF iFABRIC

Except as otherwise stated, the information contained in this Annual Information Form is given as of December 28, 2021. All dollar amounts are expressed in Canadian dollars.

Summary

iFabric has two key strategic divisions, which offer different products and services, and are managed separately because they require different marketing strategies. The following summarizes the business of each division:

Intimate Apparel Division

The Intimate Apparel Division commenced operations in 1992 and currently operates under the trade name Coconut Grove Intimates. Its business comprises the design, purchasing, and distribution of intimate apparel and, in particular, a range of specialty bras including the division's patented reversible bra, patented bandeaux bra and patented breast lift product. The division also distributes a range of apparel accessories. The Division is managed by Hylton Karon, President and CEO of iFabric.

The division utilizes contract warehouse facilities located in Los Angeles, California in order to service its key US market and Company-owned premises located in Markham, Ontario house the bulk of the division's workforce which comprises, management, designers, administrative, product sourcing and logistical staff. The Markham premises also includes warehouse space which serves as the distribution centre for the Canadian and European markets.

All product design is handled by the Markham design team and, currently over 95% of the division's inventory production is outsourced to factories in China.

In the past several years, the Company has positioned the division's product strategy by way of leveraging a key license agreement in order to sell products under various Maidenform® brands. The Maidenform® brand was founded in 1922 and during its 99-year history has grown to become one of the most recognizable and respected brands in the intimate apparel industry. In addition, the division develops and supplies products for sale under the private label brands of certain major retailers as well as the Company's own brand.

Products are sold internationally to the division's customer base, which includes major retailers, online distributors, as well as specialty boutiques.

Intelligent Fabrics Division

A second strategic division commenced operations in 2010 when the Company obtained exclusive North American distribution rights for new generations of intelligent textile technologies which can kill bacteria and viruses, repel insects, absorb odours, repel and wick moisture, block ultraviolet light and help encourage a healthy skin environment, amongst others. North American distribution rights were subsequently expanded to worldwide distribution rights. The Intelligent Fabrics Division is currently the main driving force of the Company's future growth and expansion. The Intelligent Fabrics Division operates through the Company's wholly-owned subsidiary, Intelligent Fabric Technologies (North America) Inc. ("IFTNA"). The Division is managed by Giancarlo Beevis, President and CEO of IFTNA.

The business of the Intelligent Fabrics Division includes the development, testing and distribution of specialty textiles as well as chemicals suitable for application to textiles. The current focus is on technologies that improve the safety and well-being of the wearer. In addition, the division designs and manufactures finished performance apparel which integrate one or more chemical enhancements, in order to achieve the performance characteristics demanded by the customer.

4

The division's current product offerings include Protx2® (anti-microbial and anti-viral formulations), Enguard® (insect repellant technology), Dreamskin® (skin polymer), UVtx (ultraviolet light blocker), FreshTx (odour- absorbing technology), RepelTX (durable water repellant), Omega+ (joint and muscle recovery), TempTx (thermal regulator), Apollo (body odour neutralizer), DryTx (moisture-wicking technology), BioTX (metal free anti-stink solution), RepelTX Eco Plus (fluorine-free durable water repellant), IMPRINT (logo exposing moisture-wicker) and DriForce (fabric interior moisture-wicker). The Company anticipates that several new products will be added to its pipeline in the future. The right to sell and distribute these products is governed by an exclusive perpetual license agreement, the details of which can be found on pages 27 and 38 of this AIF.

The division has two supply centers in Asia (namely China and Taiwan) which service the Asian market. In addition, the division utilizes a contract warehouse located in Los Angeles, California in order to distribute finished performance apparel for the US market and a Company owned warehouse in Markham, Ontario serves as the distribution centre for the Canadian market. Technical support specialists in Asia provide guidance and support to customers and finished product suppliers, regarding the integration of the Company's chemical formulations in their products.

All performance apparel design is handled by the Markham design team and, currently over 95% of the division's production of finished performance apparel is outsourced to factories in Asia. Development, testing and improvement of the division's chemical formulations is mainly handled by the division's technical team in Asia.

Development, testing and regulatory activities are primarily funded with income earned from both the Intelligent Fabrics Division and the Intimate Apparel Division. Additional funding, when required, is sourced from additional equity and/or debt.

Products

Protx2®

Protx2® represents the Intelligent Fabrics Division's flagship technology. Protx2® has been formulated to combat harmful bacteria and viruses at the source, utilizing a unique triple attack as follows:

1) Disruption of the cell wall coupling enzyme

By blocking development of the cell wall there is no mechanism by which the cell is able to repair or replace weak wall components, so over time the cell wall will disintegrate.

1. Disruption of the cell's nutrition ability

Protx2® binds to the nutrients that the cell requires for growth, thereby preventing access to such nutrients. If the cell cannot bind to nutrients, for all intents and purposes the cell starves to death for lack of nutrition.

3) Inhibition of ATP synthesis

Every cell requires energy in order to survive, grow and multiply. Cells gain energy through the conversion of molecules into adenosine triphosphate ("ATP"), a process which requires hydrogen ions. ATP is the most commonly used "energy currency" of cells from most organisms. Protx2® prevents the uptake of hydrogen ions thereby depriving the cell of its energy source.

A substantial body of comparative testing conducted by the Company at third party United States

5